BACKGROUND
1. The Client is of the opinion that the Service Provider has the necessary experience and abilities to provide services to the Client.

2. The Service Provider is agreeable to providing such services to the Client on the terms and conditions set out in this Agreement.

SERVICES PROVIDED
1. The Client hereby agrees to engage the Service Provider to provide the Client with the following services (the "Services"):
● Graphic Design
● Website Management
● Social Media Asset Creation
● Content Creation
● Process Consultancy
● Online Call Sessions

2. The Services will also include any other tasks which the Parties may agree on. The Service Provider hereby agrees to provide such Services to the Client.

TERM OF AGREEMENT
3. The term of this Agreement (the "Term") will begin on the date of this Agreement and will remain in full force and effect indefinitely until terminated as provided in this Agreement.

4. In the event that either Party wishes to terminate this Agreement, that Party will be required to provide 90 days' written notice to the other Party.

5. In the event that either Party breaches a material provision under this Agreement, the non-defaulting Party may terminate this Agreement immediately and require the defaulting Party to indemnify the non-defaulting Party against all reasonable damages.

6. This Agreement may be terminated at any time by mutual agreement of the Parties.

7. Except as otherwise provided in this Agreement, the obligations of the Service Provider will end upon the termination of this Agreement.

8. The Parties reserve the right to request a review of this Agreement every 4 months.

PERFORMANCE
The Parties agree to do everything necessary to ensure that the terms of this Agreement take effect.

9. The maximum turnaround time provided by the Service Provider is 3 working days. This relates to any creative services that are to be sent to Client.

10. All material requested by Service Provider from Client must be received 3 working days before the scheduled output of content.

CURRENCY
Except as otherwise provided in this Agreement, all monetary amounts referred to in this Agreement are in GBP.

PAYMENT
10. The Service Provider will charge the Client for the Services at the rate stated during checkout (the "Payment").

11. A down payment at the rate stated during checkout (the "Down Payment") is payable by the Client upon execution of this Agreement.

12. For the remaining amount, the Client will be invoiced every month.

13. Invoices submitted by the Service Provider to the Client are due upon receipt.

14. The Service Provider will be responsible for all income tax liabilities and National Insurance or similar contributions relating to the Payment and the Service Provider will indemnify the Client in respect of any such payments required to be made by the Client.

15. The Service Provider will be solely responsible for the payment of all remuneration and benefits due to the employees of the Service Provider, including any National Insurance, income tax and any other form of taxation or social security costs.

16. The Service Provider will not be reimbursed for any expenses incurred in connection with providing the Services of this Agreement.

TRADE SECRETS
18. The Service Provider agrees that they will not disclose, divulge, reveal, report or use, for any purpose, any Trade Secrets which the Service Provider has obtained, except as authorised by the Client or as required by law. The obligations of confidentiality will apply during the Term and will survive indefinitely upon termination of this Agreement.

OWNERSHIP OF INTELLECTUAL PROPERTY
19. All intellectual property and related material, including any Trade Secrets, moral rights, goodwill, relevant registrations or applications for registration, and rights in any patent, copyright, trade mark, trade dress, industrial design and trade name (the "Intellectual Property") that is developed or produced under this Agreement, will be the sole property of the Client. The use of the Intellectual Property by the Client will not be restricted in any manner.

20. The Service Provider may not use the Intellectual Property for any purpose other than that contracted for in this Agreement except with the written consent of the Client. The Service Provider will be responsible for any and all damages resulting from the unauthorised use of the Intellectual Property.

RETURN OF PROPERTY
21. Upon the expiry or termination of this Agreement, the Service Provider will return to the Client any property, documentation, records, or confidential information which is the property of the Client upon request.

CAPACITY/INDEPENDENT SERVICE PROVIDER
22. In providing the Services under this Agreement it is expressly agreed that the Service Provider is acting as an independent Service Provider and not as an employee. The Service Provider and the Client acknowledge that this Agreement does not create a partnership or joint venture between them, and is exclusively a contract for service.

RIGHT OF SUBSTITUTION
23. Except as otherwise provided in this Agreement, the Service Provider may, at the Service Provider's absolute discretion, engage a third party sub-Service Provider to perform some or all of the obligations of the Service Provider under this Agreement and the Client will not hire or engage any third parties to assist with the provision of the Services.

24. In the event that the Service Provider hires a sub-Service Provider:

o the Service Provider will pay the sub-Service Provider for its services and the Compensation will remain payable by the Client to the Service Provider.

o for the purposes of the indemnification clause of this Agreement, the sub-Service Provider is an agent of the Service Provider.

AUTONOMY
25. Except as otherwise provided in this Agreement, the Service Provider will have full control over working time, methods, and decision making in relation to provision of the Services in accordance with the Agreement. The Service Provider will work autonomously and not at the direction of the Client. However, the Service Provider will be responsive to the reasonable needs and concerns of the Client.

EQUIPMENT
26. Except as otherwise provided in this Agreement, the Service Provider will provide at the Service Provider’s own expense, any and all tools, machinery, equipment, raw materials, supplies, workwear and any other items or parts necessary to deliver the Services in accordance with the Agreement.

NO EXCLUSIVITY
27. The Parties acknowledge that this Agreement is non-exclusive and that either Party will be free, during and after the Term, to engage or contract with third parties for the provision of services similar to the Services.

NOTICE
28. All notices, requests, demands or other communications required or permitted by the terms of this Agreement will be given in writing and emailed to the Parties via the following addresses:

Graph.Fit
[email protected]

or to such other address as either Party may from time to time notify the other.

INDEMNIFICATION
29. Except to the extent paid in settlement from any applicable insurance policies, and to the extent permitted by applicable law, each Party agrees to indemnify and hold harmless the other Party, and its respective directors, shareholders, affiliates, officers, agents, employees, and permitted successors and assigns against any and all claims, losses, damages, liabilities, penalties, punitive damages, expenses, reasonable legal fees and costs of any kind or amount whatsoever, which result from or arise out of any act or omission of the indemnifying party, its respective directors, shareholders, affiliates, officers, agents, employees, and permitted successors and assigns that occurs in connection with this Agreement. This indemnification will survive the termination of this Agreement.

MODIFICATION OF AGREEMENT
30. Any amendment or modification of this Agreement or additional obligation assumed by either Party in connection with this Agreement will only be binding if evidenced in writing signed by each Party or an authorised representative of each Party.

TIME OF THE ESSENCE
31. Time is of the essence in this Agreement. No extension or variation of this Agreement will operate as a waiver of this provision.

ASSIGNMENT
32. The Service Provider will not voluntarily, or by operation of law, assign or otherwise transfer its obligations under this Agreement without the prior written consent of the Client.

ENTIRE AGREEMENT
33. It is agreed that there is no representation, warranty, collateral agreement or condition affecting this Agreement except as expressly provided in this Agreement.

ENUREMENT
34. This Agreement will ensure to the benefit of and be binding on the Parties and their respective heirs, executors, administrators and permitted successors and assigns.

TITLES/HEADINGS
35. Headings are inserted for the convenience of the Parties only and are not to be considered when interpreting this Agreement.

GENDER
36. Words in the singular mean and include the plural and vice versa. Words in the masculine mean and include the feminine and vice versa.

GOVERNING LAW
37. This Agreement will be governed by and construed in accordance with the laws of England.

SEVERABILITY
38. In the event that any of the provisions of this Agreement are held to be invalid or unenforceable in whole or in part, all other provisions will nevertheless continue to be valid and enforceable with the invalid or unenforceable parts severed from the remainder of this Agreement.

WAIVER
39. The waiver by either Party of a breach, default, delay or omission of any of the provisions of this Agreement by the other Party will not be construed as a waiver of any subsequent breach of the same or other provisions.